SET Announcements

8. The Company will not compensate for any damages to the non-Thai warrant holder (both natural and juristic person) who is unable to exercise the rights because of a limitation of non-Thai shareholding ratio as specified in the Company's articles of association that the shareholding ratio of non-Thai persons shall not exceed 49% of all paid up capital of the Company except for the conditions specified in the Company's articles of association. Adjustment of Exercise Price and Exercise Ratio The Company shall adjust exercise price and/or exercise ratio under the Warrants representing rights to purchase the Company's shares throughout the term if any of the following events occurs. The adjustment shall be made for the purpose of preserving interest and rights to remunerations of the warrant holders. (a) In case of a change in par value of the Company's share as a result of combination of shares or split of shares, the adjustment of exercise price and exercise ratio shall be effective immediately once the change occurs. 1) The exercise price shall be adjusted in accordance with the following formula. Price 1 = Price 0 x Par 1 Par 0 2) The exercise ratio shall be adjusted in accordance with the following formula. Ratio 1 = Ratio 0 x Par 0 Par 1 In this regard, Price 1 represents exercise price after the change; Price 0 represents exercise price prior to the change; Ratio 1 represents exercise ratio after the change; Ratio 0 represents exercise ratio prior to the change; Par 1 represents par value of the Company's shares after the change; Par 0 represents par value of the Company's shares prior to the change. Page 6 (b) In case the Company issues and offers new shares to its existing shareholders and/or public and/or specific investors at the price per share of newly issued shares which is below 90% of "the market price per share of the Company's shares". the adjustment of exercise price and exercise ratio shall be effective immediately from the first date on which the purchaser of shares shall not be granted rights to subscribe the newly issued shares (the first date that the SET posts XR sign) in case of the right offering issuance and/or the first date of the issuance of shares in case of the issuance on a public offering basis and/or a private placement basis, as the case may be. "The price per share of the Company's newly issued ordinary shares" shall be calculated from the total amount of proceeds received from the offering of ordinary shares divided by the number of newly issued ordinary shares. "The market price per share of the Company's shares" means the market price as determined by the board of directors of the Company for the purpose of consideration whether or not the offering of newly issued securities will be deemed an offering of newly issued shares at the price below the market price according to the rules and procedures stated in item 2 (2) of the Notification the Office of the Securities and Exchange Commission ("SEC") no. SorChor. 39/2551 Re: the calculation of the price for offering of securities and determination of market price for consideration of offering of newly issued shares with a price below the market price dated December 24, 2009 (including its future amendment or substitute). In the case where "The market price per share of the Company's shares" cannot be determined because there is no trading of ordinary shares at such time, the Company instead shall determine the fair value to be used for the calculation. In addition, in the case that there is more than one offering price at the same offering of shares under the condition that subscription must be made altogether, all the offering prices shall be used to calculate "the price per share of the Company's newly issued ordinary shares". However, in the case that such condition is not applied, only prices that are lower than 90% of "the market price per share of the Company's shares" shall be used to calculate "the price per share of the Company's newly issued ordinary shares". 1) The exercise price shall be adjusted in accordance with the following formula. Price 1 = Price 0 x [(A x MP) + BY] [MP x (A + B)] 2) The exercise ratio shall be adjusted in accordance with the following formula. Ratio 1 = Ratio 0 x [MP x (A + B)] [(A x MP) + BY] In this regard, Price 1 represents exercise price after the change; Price 0 represents exercise price prior to the change; Ratio 1 represents exercise ratio after the change; Ratio 0 represents exercise ratio prior to the change; MP represents "the market price per share of the Company's shares"; A represents the number of paid-up ordinary shares as at the date prior to the closure of the Company's register book to determine persons entitled to subscribe new shares in case of right offering and/or the date prior to the first date of the issuance of shares in case of the issuance on a public offering basis or a private placement basis, as the case may be; B represents the number of ordinary shares on a right offering basis and/or a public offering basis and/or a private placement basis; BY represents the amount of proceeds received from ordinary shares issued and offered on a right offering basis and/or a public offering basis and/or a private placement basis. Page 7 (c) In the case that the Company issues new securities to its existing shareholders and/or public and/or specific investors and such securities confer the right of conversion into ordinary shares or the right to purchase of ordinary shares (such as convertible debentures or warrants representing rights to purchase ordinary shares) at the price per share of the Company's newly issued ordinary shares below 90% of "the market price per share of the Company's shares." The adjustment of exercise price and exercise ratio shall be effective on the first date which the purchaser of shares shall not be granted rights to subscribe the newly issued securities with the right to conversion into ordinary shares or the right to purchase of ordinary shares (the first date that the SET post XR sign) for the rights offering issuance and/or the first date of the issuance of the newly issued securities with the right to conversion into ordinary shares or the right to purchase of ordinary shares in case of the issuance on a public offering basis or a private placement basis, as the case may be. "The price of newly-issued ordinary shares to be reserved for the exercise of rights" shall be calculated from the total amount of proceeds received from the offering of securities which confer the right to conversion into ordinary shares or the right to purchase of ordinary shares and the amount received from the exercise of rights under such securities, then divided by the number of newly issued ordinary shares to be reserved for the exercise of rights of such securities. "The market price per share of the Company's shares" means the same as the definition in item (b) above. 1) The exercise price shall be adjusted in accordance with the following formula. Price 1 = Price 0 x [(A x MP) + BY] [MP x (A + B)] 2) The exercise ratio shall be adjusted in accordance with the following formula. Ratio 1 = Ratio 0 x [MP x (A + B)] [(A x MP) + BY] In this regard, Price 1 represents exercise price after the change; Price 0 represents exercise price prior to the change; Ratio 1 represents exercise ratio after the change; Ratio 0 represents exercise ratio prior to the change; MP represents "the market price per share of the Company's shares"; A represents the number of paid-up ordinary shares as at the date prior to the closure of the Company's register book to determine persons entitled to subscribe the newly issued securities which confer the right to conversion into ordinary shares or the right to purchase of ordinary shares in case of rights offering and/or the date prior to the first date of the issuance of the newly issued securities which confer the right to conversion into ordinary shares or the right to purchase of ordinary shares in case of the issuance on a public offering basis or a private placement basis, as the case may be; B represents the number of newly issued shares reserved for the exercise of the securities which confer the right to conversion into ordinary shares or the right to purchase of ordinary shares on a rights offering basis and/or a public offering basis and/or a private placement basis; BY represents the amount of proceeds received after expenses (if any) from securities which confer the right to conversion into ordinary shares or the right to purchase of ordinary shares issued and offered on a rights offering basis and/or a public offering basis and/or a private placement basis together with amount received from the exercise of rights under such securities. Page 8 (d) In case the Company makes payment of dividend, whether in whole or in part, in the form of the Company's shares, the adjustment of exercise price and exercise ratio shall be effective on the first date which the purchaser of shares shall not be granted with rights to receive such dividend payment in the form of shares (the first date that the SET posts XD sign). 1) The exercise price shall be adjusted in accordance with the following formula. Price 1 = Price 0 x A (A + B) 2) The exercise ratio shall be adjusted in accordance with the following formula. Ratio 1 = Ratio 0 x (A + B) A In this regard, Price 1 represents exercise price after the change; Price 0 represents exercise price prior to the change; Ratio 1 represents exercise ratio after the change; Ratio 0 represents exercise ratio prior to the change; A represents the number of paid-up ordinary shares as at the date prior to the date of closure of register book to determine shareholders entitled to the share dividend; B represents the number of newly issued ordinary shares issues in form of the share dividend. (e) In the case that the Company makes dividend payment out of more than 80% of net profit as appearing in the Company's consolidated financial statements after deduction of every reserved fund as required by law or by the Company for the operating result in any fiscal year during the term of Warrants, the adjustment of exercise price and exercise ratio shall be effective on the first date which the purchaser of shares shall not be granted rights to receive such dividend (the first date that the SET posts XD sign). The percentage of the dividend paid to the shareholders shall be calculated from the actual amount of dividend paid from the operating result in each fiscal year divided by the total net profit after deduction of every reserved fund as required by law or by the Company for the operating result in the same fiscal year. "The date of the calculation" means the first date on which purchasers of shares shall not be granted rights to receive the dividend (the first date that the SET posts XD sign). 1) The exercise price shall be adjusted in accordance with the following formula. Price 1 = Price 0 x [MP - (D - R)] MP 2) The exercise ratio shall be adjusted in accordance with the following formula. Ratio 1 = Ratio 0 x MP MP - (D-R) In this regard, Price 1 represents exercise price after the change; Price 0 represents exercise price prior to the change; Ratio 1 represents exercise ratio after the change; Ratio 0 represents exercise ratio prior to the change; MP represents "the market price per share of the Company's shares; Page 9 D represents dividend per share paid to the shareholders; R represents dividend per share calculated from dividend paid out of 80% of net profit after income taxes as appearing in the Company's consolidated financial statements at the rate of as per the number of shares entitled to receive the dividend. *The market price per share of the Company's shares" means the value of the Company's traded shares divided by the number of all ordinary shares which have been traded on the SET during the 15 consecutive business days (trading days of the SET) prior to the date of the calculation. (f) In the events where the warrant holders is caused to lose their rights and interest other than those stated in items (a) - (e), the Company shall consider adjusting the adjustment of exercise price and/or exercise ratio (or adjustment of the number of Warrants) in a fair manner without depriving rights of the warrant holders. The Company's consideration shall be final. (g) The calculation of the adjustment of exercise price and exercise ratio under items (a) - (f) shall be independent from one another. In the event that two events or more occur at the same time, the calculation must be made in the following order: (a), (e), (d), (b), (c) and (f). If there is decimal left from the calculation, only first three figures of the decimal shall remain as part of the calculation. (h) The calculation of the adjustment of exercise price and exercise ratio under items (a) - (f) shall remain unchanged, if the adjustment will cause the exercise price to rise and/or the exercise ratio to decrease, saved for the event of combination of shares which will result in new exercise price (with maximum two figures of decimal) multiplying with the number of shares. (After the adjustment of exercise ratio multiplying with the number of Warrants to be exercised; any fractional share (if any) after the calculation shall be eliminated). In regard to the adjustment of exercise price, if the calculation results in the new exercise price to be lower than the Company's share par value, the Warrants shall be exercised at the share par value instead. (i) In the adjustment of exercise price and exercise ratio under items (a) - (f), the Company shall inform the SET, the SEC, and the Warrant Registrar of the adjustment stating the details of the calculation of adjustment and the reasons for adjustment, and shall send the amended Terms and Conditions to the SET, the SEC, and the Warrant Registrar within 15 days after the effective date of such adjustment of exercise price and exercise ratio. The Company shall also inform the warrant holders of such adjustment through the electronic source of the SET (SCP Client) on the same date that the Company inform the SEC, the SET and the Warrant Registrar, and shall send the amended Terms and Conditions to the warrant holders when requested within 15 days after the date of the receipt of such request in writing from the warrant holders. The Company shall keep the copy of the amended Terms and Conditions at the head office of the Company so that the warrant holders can inspect such copies of the Terms and Conditions during the business hours and business days of the Company. New Common Stock Issuance As the ordinary shares of the Company are listed on the SET, the new ordinary shares issued in corresponding with the exercise of the Warrants shall be tradable on the SET after the new shares have been listed on the SET. The Company shall submit the application requesting for the listing of such new shares with the SET within 30 days after the Exercise Date in order to have the new shares traded on the SET as same as the Company's existing shares. In the event that the warrant holder who notifies the intention to purchase ordinary shares would like to receive a share certificate, the Company shall arrange the share registrar of the Company to send such share certificate to the warrant holder by registered mail at the address appearing in the shareholders register book within 14 Business Days after the Exercise Date. In case of scripless shares, the procedures shall be in accordance with rules of the Securities Depository which is 7 Business Days after the Exercise Date. In case that the company is unable to provide shares for the exercise of Warrants 1. The Company will make compensation to the warrant holders if the warrant holders notify their intention to exercise their Warrants according to the processes to exercise the Warrants but the underlying shares are insufficient for the demand of each exercise, saved for the case of restriction on the transfer of the Warrants and the exercise of the Warrants as specified in the Terms and Conditions. The Company will make compensation to such warrant holders in the amount derived from the calculation formula in Clause 3 below. 2. The Company will make compensation as per Clause 1 above by crossed check payable to specific person and send it by registered mail within 14 Business Days after the Exercise Date. Page 10 3. The compensation that the Company will pay to the warrant holder as per Clause 1 above is calculated by the following formula: Compensation per 1 unit of Warrant = B x [MP - EP] In this regard, B represents The number of ordinary shares which the Company cannot provide and/or increase in corresponding with the adjustment of exercise ratio calculated per 1 unit of Warrant; MP represents The weighted average price of ordinary shares of the Company in the period of 5 consecutive Business Days prior to each Exercise Date which the warrant holder notifies the intention to exercise the Warrant (the weighted average price is equal to the total trading value of the Company's shares divided by the total number of the Company's shares that are traded); EP represents The exercise price or the exercise price in the Warrant adjusted in accordance with the conditions for the rights adjustment (if any). In addition, in case of non-Thai warrant holders (both natural and juristic person) who are unable to exercise the rights because of a limitation of non-Thai shareholding ratio as specified in the Company's articles (more)